ATTORNEYS

Bruce E. Jameson
Director

Practice Areas

  • Corporate Litigation
  • Corporate Counseling
  • General Litigation

BRUCE E. JAMESON is a stockholder and director who has been with the firm since 1990.  He represents Delaware companies and their directors, officers, managers, founders, stockholders and investors in matters concerning governance, fiduciary duties and complex commercial and contract issues, with emphasis on rights and obligations arising from the Delaware General Corporation Law, Delaware Limited Partnership Act, and Delaware Limited Liability Company Act.  Mr. Jameson also regularly advises on and litigates matters involving indemnification and advancement rights of directors and officers including matters involving director and officer liability insurance.  Mr. Jameson primarily represents parties in the Delaware Court of Chancery and Delaware Supreme Court, but he also appears in the Delaware Superior Court Complex Commercial Litigation Division, the Delaware Federal Courts and arbitration proceedings involving Delaware corporations, limited liability companies, and limited partnerships.  Mr. Jameson represents and advises companies, board committees, and managers in complex transactions such as mergers and acquisitions that implicate corporate and alternative entity governance matters under Delaware law.

REPRESENTATIVE CASES

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  • Bamford v. Penfold, L.P., 2022 WL 2278867, (Del. Ch. June 24, 2022), aff’d sub nom. Manheim v. Ban, 319 A.3d 268 (Del. 2024), and Ban v. Manheim, et. al., 2025 WL 1431203 (Del. Ch. May 19, 2025). Representation of managers of an EB-5 regional center in suits brought by limited partners.
  • Opinion of the Justices, No. 35, 2025, 2025 WL 778506 (Del. Mar. 7, 2025). Appointed by the Delaware Supreme Court to present the position of the Delaware General Assembly in a dispute regarding the constitutional authority of the Governor to withdraw nominations to Diamond State Port Corporation board of directors before Senate confirmation of the nominees.
  • Origis USA LLC v. Great Am. Ins. Co., 2024 WL 2078226, (Del. Super. Ct. May 9, 2024).  Obtained dismissal of suit against D&O insurer.
  • Kuramo Cap. Mgmt., LLC v. Seruma, 2024 WL 1888216, at *1 (Del. Ch. Apr. 30, 2024). Obtained judgment after trial on behalf of fund investor for breach of fiduciary duty by the fund manager.
  • In re FairPoint Ins. Coverage Appeals, 311 A.3d 760 (Del. 2023). Obtained judgment for D&O insurer denying coverage after appeal.
  • McClurg v. Praesidium Partners, Inc., 2022 WL 15798729, (Del. Ch. Oct. 28, 2022). Successfully invalidated the cancellation of the share of a co-founder of a Delaware corporation.
  • Keller v. Steep Hill, Inc., 2023 WL 5624215, (Del. Ch. Aug. 31, 2023) appeal dismissed, 307 A.3d 327 (Del. 2023). Obtained indemnification for former officer and director of a Delaware corporation.
  • Rodriguez v. Great Am. Ins. Co., 2022 WL 591762, (Del. Super. Ct. Feb. 23, 2022). Successfully obtained dismissal of claims by investors seeking to enforce a default judgment against the director and officer insurance company that issued a policy to the company against which the default judgment had been entered.
  • Roccia v. Mugica, No. 2020 WL 7765340, (Del. Ch. Dec. 29, 2020), , aff’d, 263 A.3d 1013 (Del. 2021). Obtained summary judgment invalidating removal of a 50% member of a limited liability company from the board of managers of an underlying operating entity.
  • Smith v. Promontory Fin. Grp., LLC, 2019 WL 1934854, (Del. Ch. Apr. 30, 2019). Represented Delaware LLC in a dispute over rights of a withdrawn member.
  • Sheldon v. Pinto Tech. Ventures, L.P., 2019 WL 336985, (Del. Ch. Jan. 25, 2019), aff’d, 220 A.3d 245 (Del. 2019).  Successfully obtained dismissal of claims by investors claiming wrongful dilution of their shares in connection with a financing transaction.
  • Horne v. OptimisCorp, 2017 WL 838814, (Del. Ch. Mar. 3, 2017), aff’d 117 A.3d 69 (Table) 2017 WL 6398166, (Del. Dec. 15, 2017). Obtained summary judgment awarding indemnification to former corporate officer.
  • OptimisCorp v. Waite, 2015 WL 5147038 (Del. Ch. Aug. 26, 2015). Defense judgment after trial obtained for former Chief Financial Officer charged with breach of fiduciary duty and similar claims.
  • Grunstein v. Silva, et al., 2014 WL 4473641 (Del. Ch. Sept. 5, 2014). Obtained defense judgment after trial for acquirers of a nursing home company in a $2 billion transaction who were charged with breach of contract and similar claims arising from the acquisition.
  • In re Wayport, Inc. Litig., 76 A.3d 296 (Del. Ch. 2013), Obtained partial judgment after trial for founder, stockholder and former chief executive officer of corporation alleging breach of fiduciary duty and fraud in connection with stock sale transactions to corporate insiders.

Recent Speaking Engagements

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  • Corporation Law Council CLE: Delaware Corporate Law Update (Wilmington, Delaware, October 10, 2024)
  • Demystifying Delaware.  Presented to the Chicago Bar Association Business Divorce and Complex Ownership Disputes Committee (Chicago, Illinois, December 14, 2021)

Professional and Community Activities:

(Past and Present)

  • Chair, Delaware Supreme Court Permanent Advisory Committee of the Delaware Lawyer’s Rules of Professional Conduct
  • Former Member, Corporation Law Council of the Corporation
  • Law Section of the Delaware State Bar Association
  • Former Chair, Vice Chair and Member of the Delaware Board of Bar Examiners
  • Former Member, the Delaware Supreme Court Commission on Law & Technology
  • Former Member, the Delaware Court of Chancery Rules Committee
  • Life Fellow, American Bar Foundation
  • Member, of the American Bar Association and Sections on Business Law and Litigation
  • Member, of the Delaware Bar Association and Section on Corporate Law
  • Former Member, of the Board of Supervisors, East Marlborough Township, Pennsylvania
  • Member, of the Board of Directors of the Brandywine Zoo

Bar Admissions:

  • Delaware
  • Pennsylvania (Inactive)
  • United States District Court, Delaware
  • United States Court of Appeals, Third Circuit
  • United States Supreme Court

Publications

  • Document Management Software: Never Practice Law Without It, The Journal of the Delaware State Bar Association (June 2015)
  • Technology Competence for Lawyers: Not an Oxymoron, Del. Law., (Fall 2014).
  • Avoiding Inadvertent Disclosures When Using Email: A Luddites’ Guide, The Journal of the Delaware State Bar Association (September 2014)
  • Proposed Amendments to the Delaware General Corporation Law, American Bar Association Business Law Today, (June 2013)
  • Sue First, Ask Questions Later: Can a Derivative Plaintiff Seek to Inspect Books and Records After Filing Its Derivative Claims?, Business Law Today, June 2012
  • Document Retention and Electronic Discovery, 15 No. 5 Prac. Litigator 45 (September 2004)
  • Survey of State Class Action Law, Co-Author of Delaware Chapter (published annually by the ABA Section of Litigation)

Education:

  • University of Pittsburgh (B.A., cum laude, 1987; J.D., 1990)